Sour grapes and bitter ownership battle behind closure of popular Calgary bistro Wine-Ohs

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Sour grapes and bitter ownership battle behind closure of popular Calgary bistro Wine-Ohs

The owner of a popular wine bar and live music venue lost a lengthy battle with her former business partner six months before shutting the doors for good.

Alanna Martineau, the owner of Wine-Ohs, has been ordered to pay $105,000 to a former business partner that she tried to squeeze out, according to a court decision issued in 2016.

Martineau has also been ordered to pay her former business partner's husband, Ron Burke, $35,000 for renovation and repair work he did at the bar.

Martineau opened the bar in May 2012 along with Shawna McGovern-Burke. The two met in the fall of 2011 when they worked together at Talisman Energy and were looking to start a new venture outside their regular day jobs.  

 Martineau had been planning to open a wine bar and bistro for a few years and incorporated Wine-Ohs in 2009. 

'Equal shareholders'

The two signed an offer to purchase the space once occupied by the Piq Niq restaurant and Beat Niq jazz bar in the Grain Exchange building on First Street southwest. 

The $125,000 deal was signed by both Martineau and McGovern-Burke.

"They both signed the offer, as they thought they were, at this time, equal shareholders," according to the court decision.

Martineau listed both as equal partners in the company with the Alberta Registrar of Corporations. 

To purchase the premises and to establish an initial cash flow, Martineau put in $80,000, while McGovern-Burke put in $105,000. Both used their personal credit cards to pay vendors and suppliers. 

McGovern-Burke claims that Wine-Ohs still owes her $38,213.76 for her credit card expenses, according to evidence presented in court. 

The two never discussed how they would be repaid.  

McGovern-Burke's husband, Ron, took on the role of handyman and completed several renovations at Wine-Ohs and is owed $35,000 for his work, according to the judgment.

Business partnership sours

Just nine months after the bar opened, "Ms. McGovern-Burke and Ms. Martineau decided that they simply could not work together," according to the court document.  

A buyout agreement, however, was never reached, and Martineau changed the locks on the bar and removed McGovern-Burke's access and authority with Wine-Ohs' bank.

Martineau also changed the corporate records with the Alberta Registrar of Corporations, listing her as the sole shareholder. McGovern-Burke had not authorized this change, according to the court decision.

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McGovern-Burke launched three separate actions against Martineau and Wine-Ohs to recover both her costs and the costs of her husband.  

"Ms. Martineau used her position of dominance, being the operator of the business and the person who had control over the 'corporate records' to squeeze Ms. McGovern-Burke out of the corporation and the business," according to the judgment issued September 2016.

Justice Keith Yamauchi went on to say Martineau "breached McGovern-Burke's reasonable expectations by unfairly disregarding her interests."

Money and shares

Martineau was ordered to transfer shares to make McGovern-Burke a 50 per cent shareholder of Wine-Ohs, that she be reinstated as one of Wine-Ohs directors and to provide audited financial statements dating back to May 2012.  

She was also ordered to obtain a business valuation to allow for the buy-out of McGovern-Burke. 

Martineau was ordered to repay McGovern-Burke $105,000 for her initial investment and Ron Burke $35,000 for the work he did at the bistro and bar. 

McGovern-Burke declined to be interviewed saying the court judgment speaks for itself. She did say she hasn't received "a cent" from Martineau. She says the rest of the court order hasn't been carried out either.  Martineau would not reply to a request for a comment. 

Martineau advised not to comment

Martineau refused to be interviewed for this story, saying her lawyer advised her not to comment.

You can hear her version of the demise of Wine-Ohs here. She told the Calgary Eyeopener last month there were a number of factors, including the 2013 flood, the recession and rising music costs. She did not mention the court judgment or the dispute with her former business partner. 

On a mobile device? Read the court documents here.